-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MO+nLU/urpQ7IkGjA+ACiAvDikLOXC1z19F0SN2X1ANhZAttRx9X+aSwPWSe1z6u mckUhtaHfUuzkaf68l/GWQ== 0000895345-05-000504.txt : 20050503 0000895345-05-000504.hdr.sgml : 20050503 20050503161818 ACCESSION NUMBER: 0000895345-05-000504 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050503 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050503 DATE AS OF CHANGE: 20050503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METTLER TOLEDO INTERNATIONAL INC/ CENTRAL INDEX KEY: 0001037646 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 133668641 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13595 FILM NUMBER: 05795302 BUSINESS ADDRESS: STREET 1: IM LANGACHER P O BOX MT-100 STREET 2: CH 8606 GREIFENSEE CITY: SWITZERLAND STATE: V8 ZIP: 10022 BUSINESS PHONE: 2126445900 MAIL ADDRESS: STREET 1: IM LANGACHER STREET 2: P O BOX MT 100 CH 8606 GREIFENSEE CITY: SWITZERLAND STATE: V8 ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: METTLER TOLEDO INTERNATIONAL INC DATE OF NAME CHANGE: 19971117 FORMER COMPANY: FORMER CONFORMED NAME: MT INVESTORS INC DATE OF NAME CHANGE: 19970411 8-K 1 tp8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2005 METTLER-TOLEDO INTERNATIONAL INC. (Exact name of registrant as specified in its charter) Delaware File No. 001-13595 13-3668641 (State of (Commission File Number) (I.R.S. Employer incorporation) Identification No.) Im Langacher, P.O. Box MT-100 CH-8606, Greifensee, Switzerland ------------------------------------------ (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: +41-44-944-2211 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION The following information is furnished pursuant to Item 2.02, "Results of Operations and Financial Condition." The information furnished in this Form 8-K and the Exhibit attached hereto shall not be treated as filed for purposes of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. On May 3, 2005, Mettler-Toledo International Inc. ("Mettler-Toledo") issued a press release (the "Release") setting forth its financial results for the three months ended March 31, 2005. A copy of the Release is furnished hereto as Exhibit 99.1 to this report. NON-GAAP FINANCIAL MEASURES Mettler-Toledo supplements its U.S. GAAP results with non-GAAP financial measures. The principal non-GAAP financial measures Mettler-Toledo uses are Adjusted Operating Income and Free Cash Flow. Adjusted Operating Income Mettler-Toledo defines Adjusted Operating Income as gross profit less research and development, selling, general and administrative expenses and restructuring charges, before amortization, interest, other charges and taxes. The most directly comparable U.S. GAAP financial measure is net earnings. Mettler-Toledo believes that Adjusted Operating Income is important supplemental information for investors. Adjusted Operating Income is used internally as the principal profit measurement by its segments in their reporting to management. Mettler-Toledo uses this measure because it excludes amortization, interest, other charges and taxes, which are not allocated to the segments. On a consolidated basis, Mettler-Toledo also believes Adjusted Operating Income is an important supplemental method of measuring profitability. It is used internally by senior management for measuring profitability and setting performance targets for managers, and has historically been used as one of the means of publicly providing guidance on possible future results. Mettler-Toledo also believes that Adjusted Operating Income is an important performance measure because it provides a measure of comparability to other companies with different capital or legal structures, which accordingly may be subject to disparate interest rates and effective tax rates, and to companies which may incur different amortization expenses or impairment charges related to intangible assets. Adjusted Operating Income is used in addition to and in conjunction with results presented in accordance with U.S. GAAP. Adjusted Operating Income is not intended to represent operating income under U.S. GAAP and should not be considered as an alternative to net earnings as an indicator of Mettler-Toledo's performance because of the following limitations. Limitations of Mettler-Toledo's non-GAAP measure, Adjusted Operating Income Mettler-Toledo's non-GAAP measure, Adjusted Operating Income, has certain material limitations as follows: o It does not include interest expense. Because Mettler-Toledo has borrowed money to finance some of its operations, interest is a necessary and ongoing part of its costs and has assisted Mettler-Toledo in generating revenue. Therefore any measure that excludes interest expense has material limitations. o It does not include taxes. Because payment of taxes is a necessary and ongoing part of Mettler-Toledo's operations, any measure that excludes taxes has material limitations. o It excludes amortization expense and other charges. Because these items are recurring, any measure that excludes them has material limitations. Free Cash Flow Mettler-Toledo defines Free Cash Flow as net cash provided by operating activities less capital expenditures and refinancing fees, before restructuring payments. The most directly comparable U.S. GAAP financial measure is net cash provided by operating activities. Mettler-Toledo believes Free Cash Flow is important supplemental information for investors. It is used internally by senior management for measuring operating cash flow generation and setting performance targets for managers, and has historically been used as one of the means of providing guidance on possible future cash flows. Free Cash Flow is used in addition to and in conjunction with results presented in accordance with U.S. GAAP. Free Cash Flow is not intended to represent net cash provided by operating activities recorded under U.S. GAAP and should not be considered as an alternative to net cash provided by operating activities as an indicator of Mettler-Toledo's performance because of the following limitations. Limitations of Mettler-Toledo's non-GAAP measure, Free Cash Flow Mettler-Toledo's non-GAAP measure, Free Cash Flow, has certain material limitations as follows: o It includes purchases of property, plant and equipment and refinancing fees, which are not considered to be components of net cash provided by operating activities under U.S. GAAP. Therefore any measure that includes purchases of property, plant and equipment and refinancing fees has material limitations. o It excludes restructuring payments, which are considered to be a component of net cash provided by operating activities under U.S. GAAP. Therefore any measure that excludes restructuring payments has material limitations. Adjusted Operating Income and Free Cash Flow should not be relied upon to the exclusion of U.S. GAAP financial measures, but reflect additional measures of comparability and means of viewing aspects of Mettler-Toledo's operations that, when viewed together with its U.S. GAAP results and the accompanying reconciliations to net earnings and net cash provided by operating activities, provide a more complete understanding of factors and trends affecting its business. Because Adjusted Operating Income and Free Cash Flow are not standardized, it may not be possible to compare with other companies' non-GAAP financial measures having the same or similar names. We strongly encourage investors to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure. The Release provides a reconciliation of Adjusted Operating Income and Free Cash Flow to the most comparable financial measures recorded under U.S. GAAP. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibit No. Description 99.1 Press release, dated May 3, 2005, issued by Mettler-Toledo International Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. METTLER-TOLEDO INTERNATIONAL INC. Dated: May 3, 2005 By: /s/ William P. Donnelly --------------------------------- William P. Donnelly Chief Financial Officer EX-99.1 2 exh99_1mett.txt EXHIBIT 99.1 METTLER-TOLEDO INTERNATIONAL INC. REPORTS FIRST QUARTER 2005 RESULTS -- SOLID LOCAL CURRENCY SALES GROWTH AND STRONG GROSS MARGIN EXPANSION -- - - 15% INCREASE IN EPS - - GREIFENSEE, Switzerland and COLUMBUS, Ohio, USA - May 3, 2005 - Mettler-Toledo International Inc. (NYSE: MTD) today announced net earnings of $20.8 million, or $0.47 per share on a diluted basis, for the quarter ended March 31, 2005. This compares with net earnings per share of $0.41 for the first quarter of 2004. Sales for the quarter were $337.2 million, compared with $318.7 million in the prior year. This represents a 6% increase in reported sales, consisting of a 3% increase in local currency sales and a 3% increase due to currency. Adjusted operating income amounted to $35.7 million, compared with $32.8 million last year. Operating cash flow in the quarter was $6.7 million compared with $29.4 million last year. Robert F. Spoerry, Chairman, President and Chief Executive Officer, stated, "The first quarter was a solid start to the year. Local currency sales growth was in line with our expectations and was driven by better than expected performance in the Americas. In Asia / Rest of World, sales growth was less than the previous year but consistent with our projections. In Europe, economic conditions are challenging and sales were down slightly from last year and below our expectations. We are happy to report another quarter of strong increase in gross margins over the prior year. This led to a solid improvement in earnings for the quarter." Spoerry concluded, "We remain cautiously optimistic for the remainder of the year. We anticipate sales growth in Asia / Rest of World and Europe to improve as the year progresses. Our strategic initiatives remain well on track including many new product launches in the upcoming months. We are introducing a new line of high-end analytical balances targeted for applications in regulated areas and a number of exciting new solutions in our product inspection business." For the quarter ended March 31, 2005, the Company reported local currency sales growth of 7% in the Americas and 4% in Asia / Rest of World and a 1% decline in local currency sales in Europe. During the first quarter the Company repurchased 528,000 shares of its common stock. The Company has reconciled adjusted operating income to the most comparable U.S. GAAP measure in the attached schedules. The Company will host a conference call to discuss its first quarter results today (Tuesday, May 3) at 5:00 p.m. Eastern Time. To hear a live webcast or replay of the call, visit the investor relations page on the Company's website at www.mt.com. METTLER TOLEDO is a leading global supplier of precision instruments and services. The Company is the world's largest manufacturer and marketer of weighing instruments for use in laboratory, industrial and food retailing applications. The Company also holds top-three market positions in several related analytical instruments and is a leading provider of automated chemistry systems used in drug and chemical compound discovery and development. In addition, the Company is the world's largest manufacturer and marketer of metal detection and other end-of-line inspection systems used in production and packaging and holds a leading position in certain process analytics applications. Additional information about METTLER TOLEDO can be found on the World Wide Web at "www.mt.com." Statements in this discussion which are not historical facts may be considered "forward-looking statements" that involve risks and uncertainties. For a discussion of these risks and uncertainties, which could cause actual events or results to differ from those contained in the forward-looking statements, see "Factors affecting our future operating results" in Part I, Item 1, of the Company's Annual Report on Form 10-K for the fiscal year December 31, 2004. The Company assumes no obligation to update this press release. METTLER-TOLEDO INTERNATIONAL INC. COMPARATIVE FINANCIAL INFORMATION (AMOUNTS IN THOUSANDS EXCEPT SHARE DATA)
THREE months ended THREE months ended March 31, 2005 March 31, 2004 (unaudited) % (unaudited) % Net sales $ 337,160 100.0 (a) $ 318,709 100.0 Cost of sales 174,365 51.7 168,433 52.8 --------- ----- --------- ----- Gross profit 162,795 48.3 150,276 47.2 Research and development 20,802 6.2 20,655 6.5 Selling, general and administrative 106,317 31.5 96,809 30.4 --------- ----- --------- ----- Adjusted operating income 35,676 10.6 32,812 10.3 Amortization 2,808 0.9 2,808 0.9 Interest expense 3,516 1.0 3,466 1.1 Other charges (income), net (336) (0.1) (64) (0.0) --------- ----- --------- ----- Earnings before taxes 29,688 8.8 26,602 8.3 Provision for taxes 8,907 2.6 7,980 2.5 --------- ----- --------- ----- Net earnings $ 20,781 6.2 $ 18,622 5.8 ========= ===== ========= ===== Diluted per share amounts: Net earnings $ 0.47 $ 0.41 Weighted average number of common shares 44,388,971 45,836,934 Notes: (a) Local currency sales increased 3% as compared to the same period in 2004.
METTLER-TOLEDO INTERNATIONAL INC. CONSOLIDATED STATEMENTS OF OPERATIONS (AMOUNTS IN THOUSANDS EXCEPT SHARE DATA)
AS REPORTED AS REPORTED ----------- ----------- THREE months ended THREE months ended March 31, 2005 March 31, 2004 (unaudited) (unaudited) Net sales $ 337,160 $ 318,709 Cost of sales 174,365 168,433 ----------- ----------- Gross profit 162,795 150,276 Research and development 20,802 20,655 Selling, general and administrative 106,317 96,809 Amortization 2,808 2,808 Interest expense 3,516 3,466 Other charges (income), net (336) (64) ----------- ----------- Earnings before taxes 29,688 26,602 Provision for taxes 8,907 7,980 ----------- ----------- Net earnings $ 20,781 $ 18,622 =========== =========== Basic earnings per common share: Net earnings $ 0.48 $ 0.42 Weighted average number of common shares 43,139,233 44,557,443 Diluted earnings per common share: Net earnings $ 0.47 $ 0.41 Weighted average number of common shares 44,388,971 45,836,934
METTLER-TOLEDO INTERNATIONAL INC. CONDENSED CONSOLIDATED BALANCE SHEETS (AMOUNTS IN THOUSANDS)
March 31, December 31, 2005 2004 (unaudited) Cash and cash equivalents $ 67,780 $ 67,176 Accounts receivable, net 259,512 271,097 Inventories, net 156,424 156,539 Other current assets and prepaid expenses 62,028 57,545 ------------- ------------- Total current assets 545,744 552,357 Property, plant and equipment, net 229,402 242,709 Goodwill and other intangibles 556,119 560,181 Other non-current assets 119,934 124,825 ------------- ------------- Total assets $ 1,451,199 $ 1,480,072 ============= ============= Short-term debt $ 10,351 $ 6,913 Accounts payable 66,157 85,129 Accrued and other current liabilities 255,022 256,204 ------------- ------------- Total current liabilities 331,530 348,246 Long-term debt 217,421 196,290 Other non-current liabilities 202,575 214,650 ------------- ------------- Total liabilities 751,526 759,186 Shareholders' equity 699,673 720,886 ------------- ------------- Total liabilities and shareholders' equity $ 1,451,199 $ 1,480,072 ============= =============
METTLER-TOLEDO INTERNATIONAL INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (AMOUNTS IN THOUSANDS)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS THREE months ended THREE months ended March 31, 2005 March 31, 2004 (unaudited) (unaudited) Cash flow from operating activities: Net earnings $ 20,781 $ 18,622 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation 6,653 6,473 Amortization 2,808 2,808 Deferred taxation (2,606) 366 Other 1 (33) Increase (decrease) in cash resulting from changes in operating assets and liabilities (a) (20,949) 1,187 ----------- ----------- Net cash provided by operating activities (a) 6,688 29,423 ----------- ----------- Cash flows from investing activities: Proceeds from sale of property, plant and equipment 418 363 Purchase of property, plant and equipment (5,345) (5,869) Acquisitions (213) - ----------- ----------- Net cash used in investing activities (5,140) (5,506) ----------- ----------- Cash flows from financing activities: Proceeds from borrowings 34,255 31,980 Repayments of borrowings (8,431) (41,494) Proceeds from options exercised 1,974 1,758 Repurchases of common stock (28,353) (16,591) ----------- ----------- Net cash used in financing activities (555) (24,347) ----------- ----------- Effect of exchange rate changes on cash and cash equivalents (389) 82 ----------- ----------- Net increase (decrease) in cash and cash equivalents 604 (348) Cash and cash equivalents: Beginning of period 67,176 45,116 ----------- ----------- End of period $ 67,780 $ 44,768 =========== =========== RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW Net cash provided by operating activities (a) $ 6,688 $ 29,423 Payments in respect of restructuring activities 425 2,036 Proceeds from sale of property, plant and equipment 418 363 Purchase of property, plant and equipment (5,345) (5,869) ----------- ----------- Free cash flow $ 2,186 $ 25,953 =========== =========== Notes: (a) The decrease in 2005 resulted principally from approximately $15.0 million of higher payments relating to 2004 performance-related compensation incentives (bonus payments) and the timing of our accounts payables disbursements which increased $12.3 million in the three months ended March 31, 2005 compared to the corresponding period in 2004.
METTLER-TOLEDO INTERNATIONAL INC. OTHER OPERATING STATISTICS
LOCAL CURRENCY SALES GROWTH BY DESTINATION 3 months ended March 31, 2005 ------------------------------------------------------------------------- Europe Americas Asia/RoW Total Local currency sales growth -1% 7% 4% 3%
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